Corporation’s Representations and Warranties. The Corporation hereby represents and warrants to the Investor that as of the Closing:
Corporation’s Representations and Warranties. The Corporation represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying thereon, that:
(a) each of the Corporation and each Subsidiary of the Corporation that carries on a material portion of the business of the Corporation (on a consolidated basis) has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation and is conducting its business in all material respects in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and holds all material licences, registrations and qualifications in all jurisdictions in which it carries on business necessary to carry on its business as now conducted;
(b) the Corporation is a reporting issuer under all the Provincial Securities Laws and is not included on a list of defaulting issuers maintained by the Ontario Securities Commission or in default of its disclosure obligations under Title III of the Securities Act (Quebec) and is a registrant under the United States Securities Exchange Act of 1934, as amended;
(c) the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares, of which 65,711,367 Common Shares are issued and outstanding as of the date hereof, (without giving effect to the conversion of Debentures provided for hereunder) and no preferred shares are issued and outstanding; and 399,044,700 Common Shares will be outstanding immediately following the Closing (without giving effect to the conversion of Debentures provided for hereunder or by the Other Purchasers, but giving effect to the purchases of Common Shares being made by the Other Purchasers) and will be validly issued, fully paid and non-assessable;
(d) no person has any agreement, option, right or privilege with or against the Corporation for the purchase, subscription or issuance of securities, issued or unissued of the Corporation, other than the holders of the Debentures, the holders of options or warrants, the Purchaser pursuant to the provisions hereof, the Other Purchasers, the holders of options under the Corporation's existing stock option plan, certain officers of the Corporation pursuant to the terms of their engagement;
(e) the Corporation has good and sufficient power, authority and right to enter into this Agreement; this Agreement and the transactions to be completed by the Corporation hereunder have been duly authorized by all necessary...
Corporation’s Representations and Warranties. The Corporation represents and warrants to, and covenants with, the Investor (and acknowledges that the Investor is relying on them), that both as at the execution date of this Subscription Agreement and each Closing Date (and in each case in relation to the circumstances subsisting at the relevant date such representations, warranties and covenants are given, repeated or deemed given or repeated, and which representations, warranties and covenants shall survive the Closings):
Corporation’s Representations and Warranties. The Corporation represents and warrants to the Shareholder and covenants with the Shareholder the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of the Shareholder pursuant hereto:
Corporation’s Representations and Warranties. Subject to the provisions of Section 7.2, the Corporation hereby jointly and severally represents, warrants and covenants to the Investor that, save and except as set out in Schedule 3.3 hereto, the following representations are true and correct at the Time of Closing. The Corporation acknowledges and confirms that the Investor is relying upon such representations, warranties and covenants, in connection with the subscription by the Investor for the Securities and the completion of the transactions contemplated under the Agreement. GOOD STANDING
(a) The Corporation is a corporation:
(i) duly incorporated and organized, validly subsisting and in good standing under the laws of the state of Minnesota;
(ii) duly authorized, qualified and licensed to own its properties, and to carry on business as presently owned and carried on by it; and
(iii) having the power and authority and the right to enter into and perform its obligations, if applicable, under this Agreement and all other Transaction Documents executed and delivered by such Company in furtherance of the Closing of the transactions contemplated under this Agreement including, without limitation, to issue the Securities in accordance with the terms of this Agreement.
Corporation’s Representations and Warranties. The Corporation hereby represents and warrants to the Holder for the benefit of the Holder as follows:
a. the Corporation is a corporation duly incorporated, organized and validly subsisting in good standing under the laws of the jurisdiction of its incorporation, and has the requisite power and authority to carry on the business now carried on by it, to own and to license the properties used in its business, to execute and deliver this Note, to consummate the transactions contemplated hereby and to duly observe and perform all its covenants and obligations herein set forth;
b. the execution and delivery of this Note does not and will not conflict with or result in a breach of or violate any of the terms, conditions or provisions of any agreement governing the Corporation or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which the Corporation is subject or constitute or result in a default under any agreement, contract or commitment to which the Corporation is a party, the effect of which conflict, breach, violation or default might materially adversely affect the financial condition of the Corporation or would impair the ability of the Corporation to duly observe and perform their respective obligations contained herein;
c. the execution and delivery of this Note will not constitute an event of default or an event which, with the giving of notice or lapse of time -5- or both, would constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness (whether for borrowed money or otherwise) of the Corporation which would give any party to any such agreement, contract, indenture or other instrument the right to accelerate maturity for the payment of any monies under any such agreement, contract, indenture or other instrument; and
d. no authorization, approval, order, license, permit or consent of any governmental authority, regulatory body or court, and no registration, declaration or filing by the Corporation with any such governmental authority, regulatory body or court is required in order for the Corporation:
i. to incur the obligations expressed to be incurred by the Corporation in or pursuant to this Note;
ii. to execute and deliver all documents and instruments to be delivered by the Corporation pursuant to this Note;
iii. to duly perform and observe the terms a...
Corporation’s Representations and Warranties. The Corporation represents and warrants, for the benefit of each of the other Parties, that:
(a) it has full power and authority to enter into this GSHA pursuant to the ILUA and represent the Traditional Owners in respect of all matters arising in respect of this GSHA;
(b) all conditions and things required by applicable law to be fulfilled or done (including the obtaining of any necessary authorisations) in order to enable it lawfully to enter into, exercise its rights and perform its obligations under, this GSHA have been fulfilled or done;
(c) it knows of no impediment to it performing its obligations under this GSHA.
Corporation’s Representations and Warranties. As an inducement to the Lender to enter into and perform this Agreement, the Corporation and each of the Subsidiaries hereby severally represent and warrant to and covenant with the Lender as follows:
Corporation’s Representations and Warranties. The Corporation hereby represents and warrants that:
Corporation’s Representations and Warranties. Corporation represents and warrants that:
(a) it is the sole and exclusive owners of the entire right, title, and interest in and to the Carbon Fibre Technology;
(b) it has, and throughout the Term will retain, the right to grant, transfer and convey the rights granted, transferred, and conveyed to the Acquiror hereunder, and it has not granted, and is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Carbon Fibre Technology; and
(c) there is no settled, pending, or to its knowledge threatened litigation, claim, or proceeding alleging that any Patent is invalid or unenforceable, and it has no knowledge after reasonable investigation of any factual, legal, or other reasonable basis for any such litigation, claim, or proceeding.
